UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): July 13, 2023 (June 8, 2023)
 
AMERICAN SOFTWARE, INC.
(Exact Name of Registrant as Specified in Charter)
 
Commission File Number 000-12456
 
Georgia
58-1098795
(State or Other Jurisdiction
(I.R.S. Employer
of Incorporation)
Identification No.)
 
470 East Paces Ferry Road, NE, Atlanta, Georgia 30305
(Address of principal executive offices)
 
(404) 261-4381
Registrant's telephone number, including area code
 
Not Applicable
(Former Name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to
Section 12(b) of the Act:

Title of each class
 Trading Symbol
 Name of each exchange on which registered
Common Stock
 AMSWA
 The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
☐
Emerging Growth Company
   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financing accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
ITEM 2.02          RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 
On June 8, 2023, American Software, Inc. (the “Company”) issued a press release announcing its preliminary financial results for the fourth quarter and fiscal year 2023 ended April 30, 2023, which was furnished as an exhibit to a Current Report on Form 8-K (the “Original 8-K”). This Current Report on Form 8-K/A amends the Original 8-K to reflect certain immaterial reclassifications in the balance sheet and cash flows to align with the Company’s Form 10-K, which will be filed with the Securities and Exchange Commission on the date hereof. A copy of the press release, as corrected, is furnished herewith as Exhibit 99.1.
 
The information in this Current Report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any previous or future filings by the Company under the Exchange Act or the Securities Act of 1933, as amended.
 
Operating and Non-GAAP Financial Measures in the Press Release
 
The Company includes non-GAAP financial measures (EBITDA, adjusted EBITDA, adjusted net earnings and adjusted net earnings per share) in the summary financial information provided with this press release as supplemental information relating to its operating results. This financial information is not in accordance with, or an alternative for, GAAP-compliant financial information and may be different from the operating or non-GAAP financial information used by other companies. The Company believes that this presentation of EBITDA, adjusted EBITDA, adjusted net earnings and adjusted net earnings per share provides useful information to investors regarding certain additional financial and business trends relating to its financial condition and results of operations. EBITDA represents GAAP net earnings adjusted for amortization of intangibles, depreciation, interest income & other, net, and income tax expense. Adjusted EBITDA represents GAAP net earnings adjusted for amortization of intangibles, depreciation, interest income & other, net, income tax expense/(benefit) and non-cash stock-based compensation expense.
 
ITEM 9.01          FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit
Number            Description

99.1                   Press Release of American Software, Inc., June 8, 2023 (corrected on July 13, 2023).

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.         

Date: July 13, 2023
AMERICAN SOFTWARE, INC.
 
 
 
 
 
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/  Vincent C. Klinges
 
 
 
Name:  Vincent C. Klinges
 
 
 
Title: Chief Financial Officer
 

EXHIBIT INDEX
 
Exhibit
Number            Description

99.1                  Press Release of American Software, Inc., June 8, 2023 (corrected on July 13, 2023).